GI Manager L.P executed a letter of intent to acquire GTY Technology Holdings Inc. (NasdaqCM:GTYH) from Conifer Management, LLC, Beryl Capital Management LLC, Terrapin Station LLC, Andreas Bechtolsheim and others for approximately $400 million on April 27, 2022. GI Manager L.P entered into a definitive agreement to acquire GTY Technology Holdings Inc. on April 28, 2022. As per the terms of the transaction, GI Manager shall acquire the GTY common stock at $6.3 per share. GI Manager has obtained an equity financing commitment for the purpose of financing the transaction contemplated by the Merger Agreement and paying related fees and expenses. Upon completion of the transaction, GTY will become a privately held company. GTY shall pay a termination fee of $12.8 million to GI Manager and GI Manager shall pay a termination fee of $29.8 million to GTY.

The transaction is subject to regulatory approvals, the expiration or termination of applicable waiting periods under the Hart–Scott–Rodino Antitrust Improvements Act of 1976, and the satisfaction of other customary closing conditions, including approval by GTY’s shareholders. GTY’s Board of Directors has unanimously approved the transaction and recommends that GTY’s shareholders vote in favor the transaction at the special meeting of GTY shareholders to be called in connection with the transaction. The applicable waiting period under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 expired on June 10, 2022. As of June 30, 2022, the transaction was approved by the shareholders of GTY Technology. The transaction is currently expected to close in the third quarter of 2022. As of June 30, 2022, the transaction is expected to close on or around July 7, 2022.

Credit Suisse Securities (USA) LLC is acting as exclusive financial advisor and fairness opinion provider to GTY and Brian Boonstra of Davis Graham & Stubbs is serving as GTY’s legal advisor. Stuart Rogers of Alston & Bird LLP acted as legal advisor to Credit Suisse. Goldman Sachs & Co. LLC is acting as financial advisor to GI Partners and Howard Glazer, Suni Sreepada, Chris Comeau, Jennifer Cormier, Emily Karlberg, Jonathan Klarfeld, Daniel McCaughey, Kevin Angle, Benjamin Rogers, Stephanie Bruce and Neill Jakobe of Ropes & Gray is serving as legal advisor to GI Partners. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent and Morrow & Co., LLC acted as proxy solicitor to GTY. GTY estimates that it will pay Morrow Sodali a fee of approximately $17,000, for its services. Credit Suisse will receive a fee of $8.5 million, of which $1 million became payable to Credit Suisse upon the rendering of its opinion to the Board and the remainder of which is contingent upon the consummation of the merger. Peter Castiel, Jason Paperman, Candice Khawam, Michael Kilby ,Nathaniel Lacasse , Howard Rosenoff , Michel Legendre , Cheryl Cavanaugh and Melissa Mastromonaco of Stikeman Elliott LLPacted as legal advisor to GI Manager L.P.

GI Manager L.P completed the acquisition of GTY Technology Holdings Inc. (NasdaqCM:GTYH) from Conifer Management, LLC, Beryl Capital Management LLC, Terrapin Station LLC, Andreas Bechtolsheim and others on July 7, 2022. GI Manager L.P funded the payment of the aggregate consideration through a combination of cash made available by cash equity contributions from funds affiliated with GI Partners and debt financing. In connection with the consummation of the Merger, each of William D. Green, Harry L. You, Randolph L. Cowen, TJ Parass, Joseph M. Tucci, and Charles E. Wert resigned as directors of the Board of Directors of GTYH. Travis Pearson, Sendil Rajendran, Agnes Krygier and Sandesh Shettar, and TJ Parass was appointed as a directors of GTYH.